[Last updated: 1 January 2025, unless otherwise noted]

2.1 Main legal framework

The main rules and principles of Argentine law relating to public M&A can be found in:

• The Civil and Commercial Code
• Commercial Companies Law No. 19,550
• Capital Markets Law No. 26,831 (the “Capital Markets Law”) as amended by Law No. 27,440

The regulatory authority for public M&A is the CNV. The CNV issued General Resolution No. 622/2013/CNV (the “Securities Resolution”), as amended.

The Securities Resolution, together with the Capital Markets Law, contain the main rules on public takeover bids in Argentina.

2.2 Other rules and principles

While the aforementioned legislation contains the main legal framework for public takeover bids in Argentina, there are a number of additional rules and principles that are to be taken into account when preparing or conducting a public takeover bid, such as:

1. The rules relating to transparency and market manipulation under the Criminal Code.
2. The general rules on the supervision and control of the financial markets.
3. The rules and guidelines issued from time to time by the CNV.
4. The rules and regulations regarding merger control, including but not limited to the Antitrust Law No. 27,442 and the specific resolutions issued by the Argentine Antitrust Authority. These rules and regulations are not further discussed herein.

2.3 Supervision and enforcement by the CNV

Public takeover bids are subject to the authorization, supervision and control of the CNV, which has a number of legal tools that it can use to supervise and enforce compliance with the public takeover bid rules, including but not limited to administrative fines and prohibiting the launch of a public offering takeover bid. Criminal penalties could also be imposed by the courts in the case of non-compliance.

2.4 General principles

The following general principles apply to public takeovers in Argentina. These rules are based on the Capital Markets Law and the Securities Resolution:

1. all holders of the securities of a target company of the same class must be afforded equivalent treatment. Moreover, if a person acquires control of a company, the other holders of securities must be protected;
2. the holders of the securities of a target company must have sufficient time and information to enable them to reach a properly informed decision on the bid. Where it advises the holders of securities, the board of the offeree company must give its views on the effects of implementation of the bid on employment, conditions of employment and the locations of the company’s places of business;
3. the board of a target company must act in the interests of the company as a whole and must not deny the holders of securities the opportunity to decide on the merits of the bid;
4. false markets must not be created in the securities of the target company, the offeror company or any other company concerned by the bid in such a way that the rise or fall of the prices of the securities becomes artificial and the normal functioning of the markets is distorted;
5. an offeror must announce a bid only after ensuring that they can fulfil any cash consideration in full, if such is offered, and after taking all reasonable measures to secure the implementation of any other type of consideration; and
6. a target company must not be hindered in the conduct of its affairs for longer than is reasonable by a bid for its securities.

2.5 Governmental prior approval - Foreign investments regulation

Foreign investments are not restricted in Argentina and are only subject to reporting upon completion. However, in certain specific sensitive activities prior authorization may be required by the relevant regulatory authority (applicable both to local and foreign investors).

The following could be considered sensitive activities:

1. Financial entities: The acquisition of any participation in a local financial entity that is capable of producing a change in the rating of the financial entity or that modifies the entity’s shareholders group structure shall require prior authorization by the Argentine Central Bank.
2. Telecommunication entities: The acquisition of a participation in a local telecommunication company will be subject to the prior authorization of the local telecommunications authority (ENACOM).
3. License and/or concession agreements regarding public services: Such agreements usually include a change of control provision. As a result, the acquisition of a participation in a public company that has a concession for the provision of a public services, e.g., the provision of electricity, water, gas, transportation, public health and hydrocarbons or other sources of energy, will probably need to be previously approved by the relevant authority.
4. Acquisition of real property: Acquisition of real property in border areas or security zones will be subject to the Rural Land Law (No. 26,737) and Decrees.